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Company Law Assignment

Question 1.[Section 126] stated that a company is allow to contract through an agent and a company will be bound by the acts of its agents in the same way as any other principal. An agent’s acts bind the company into a contract with an outsider when rules of agency law applied. In this case an agent’s apparent or ostensible authority arise. This authority arise because when the receptionist represents Harry out to Micky and Harry did not specify that he wasn’t the factory manager, given Micky the impression that Harry has the requisite authority to enter into a contract on the company’s behalf. [Section 129(4)] states that a person may assume that the officers and agents of the company properly perform their duties to the company. Furthermore, it is difficult for Micky to know whether Harry has the actual authority because usually they relies on the “appearance” of authority. In other words because when Micky ask the receptionist for the factory manager, Harry’s appearance has given Micky the impression that he was actually meeting the factory manager. [Section 129(3)] denotes a person may assume that anyone who is held out by the company has been duly appointed and has authority to exercise the powers and perform the duties customarily exercised. Under the case [Freeman and Lockyer v Buckhurst Park Properties (Mangal) Ltd] state the facts that outsiders will never know the agent’s actual authority but to judge on the agent’s apparent or ostensible authority. If the agent’s act within the scope of this authority, the company is bound by the agent’s actions. Under the case [Royal British Bank v Turquand], the Turquand’s rule allows person dealing with a company to assume that its internal proceedings were properly carried out even though was not in fact true. This rule has adopted by [Section 129(1)] which entitled an outsider to assume that the constitution of the company and any applicable replaceable rules have been complied. This interprets that Micky is...

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...invalid.
State the law:
Section 140 of the corporations act states that:
“A company’s constitution (if any) and any replaceable rules that apple to the company have effect as a contract:
(a) Between the company and each member; and
(b) Between the company and each director and company secretary; and
(c) Between a member and each other member;
Apply the law:
According to section 140, a company’s constitution is only an internal governance rule, it cannot be enforced by outsider and also cannot be used and act between a company member and an outsider (Corporation Act, 2001).
In this case, Sambal Pty Ltd has a constitution, which restricts the amount of money the company can borrow at any one time to $10m. So, as a director of Sambal Pty Ltd, both Jim and Peter require compliance with this internal governance rules (maximum borrow $10m at one time), however, the directors who had been authorised by the board had borrowed an extra $2m loan from ABC Bank this time. Well, at the same time, section 140 is important in determine that the consequences of a failure, by some person who is bound by them, to comply with the internal governance rules. This means the liability should be undertook by the directors.
State the law:
Section 125(1): if a company has a constitution, it may contain an express restriction on, or a...

...﻿Q1)
What is a company secretary? Which companies must have secretary?
A company secretary is appointed by directors has the responsibility to make sure that company’s and directors obey corporate legislation and financial regulations (Business Dictionary n.d.). Company secretary is responsible for all matters of administration that relate to the company and the tasks which are delegate by directors under the Companies Act. For instance, taking the minutes of board meetings and maintaining the company register, completing and lodging ASIC forms (Canberra 2012 pp. 140). Besides, according to s204B, an individual who must at least 18 of age only can be appointed as a secretary of a company. Before taking on the role, he or she needs to sign consent to act as secretary of the company and the company must keep the consent also which mentioned in s204C (Canberra 2012 pp. 252-254).
CLERP changes to the Corporations Law do not have direct effect in relation to the role of the Company Secretary (Snorcha 2005). It allows proprietary companies not necessary to have a company secretary as a director can also act as a secretary. However, if it does have company secretary, at least one of the secretaries must be an Australian resident which stated on s201A (1). On the other...

...adopt a company structure?
• Assuming Susan adopts a company structure, what type of Liability Company should Susan adopt?
Relevant Laws:
Form of association:
• Consider the possible form of association, corporate and non-corporate
• Consider comparative advantages and disadvantages of each form of association in the light of facts given.
• Remember that there can be many relevant factors, not all of them related to corporate law issues. Taxation stamp duty and human factors can also be important.
Application
In this case, Mary as Sole trader, she wants to expand her business with a more appropriate structure. As a sole trader, Mary has unlimited type of liability. Beside, to transfer the ability of interest, it would be difficult for Mary because she needs new contracts with creditor. Thus, it appears that depend factors such as creditor or public, Mary might meet the difficulty to expand her business. Furthermore, Mary also can have advantages about loan and can employ others to help her as a sole trader.
As for Susan, she would incorporate as partnership with Mary, can be written or oral and express or implied. As a partnership, she can adopt a company structure depend on the expansion of Mary’s company. Base on the current market, Susan can adopt many different type of Liability Company. For example, company limited by share or...

...Topic
1
X
Introduction to CompanyLaw
LEARNING OUTCOMES
By the end of this topic, you should be able to: 1. 2. 3. 4. 5. List the types of business entities and its distinctions; Identify the various forms of companies and the changing of status; Discuss the doctrine of separate legal personality and lifting of the veil of incorporation; Describe the agency principles related to companylaw; and Evaluate the duties of a promoter and the pre-incorporation contracts.
X INTRODUCTION
The first topic of this module introduces you to CompanyLaw. You will begin by looking at the scope and development of Modern CompanyLaw. It is important to identify the main sources of company and the introduction to the Companies Act 1965. The decision in dealing with the most appropriate form of business association is most important. The area of discussion will be on types of business entities and distinctions between the forms of organisations. The registration of different types of companies and the changing of status is allowed by the Companies Act. The legal characteristic of a company allows it to undertake activities in its own right and to sue and be sued in its own name. The separate legal personality characteristic and their implications will be discussed. Although a...

...through a company, a very significant of the advantages will be the separate legal entity, which means that from the view of the law, a company is treated as a separate person. Hence, the debts of the company will be limited to the amount remaining unpaid on the members’ shares. This is also called “limited liability” of the members.
Apart from the limited liability, a company has a perpetual succession, meaning that it is a continuing entity in law with its own identity regardless of changes in its membership. Membership of a company can be transferred from one individual to another upon death, resignation or other circumstances. Its existence can be assured until it is decided to be winded up or deregistered.
Another advantage of a company is that it is easier to borrow from financial institutions such as banks, so a company can grow and expand very fast compared to sole proprietor and partnership.
Professional managers and staffs can be employed to manage the business as well, whereby this will lead to higher efficiency of a company’s operations.
The disadvantages will be that companies are difficult to maintain secrecy of the business, since their accounting details are open to the public, especially for the public listed companies.
Besides that, the companies are required to keep proper records...

...Irish Companylaw as it currently stands is comprised of 35 pieces of legislation, in addition to a wealth of case law based on common law and equitable principles. This current system of companylaw is unmanageable and of little practical use to the average Irish company.
Although the sheer volume of law poses a major problem in itself, its somewhat haphazard layout causes most difficulty to business owners and managers. When a change or update is made to the law, rather than an act being repealed, an amendment act is passed, which means that the law applicable to a single topic may need to be read across a number of pieces of legislation. Irish Companylaw is not in any way user friendly.
This is not so much of a problem for major companies and PLC’s that have the resources and access to qualified lawyers to aid them in their understanding of the law. However, the vast majority, almost 89%, of Irish companies[1] are private limited companies, do not have such resources available to them.
In reality, the majority of private limited companies operate as quasi partnerships. Quasi-partnerships are similar to partnerships in that they are informally run, the shareholders and directors are often the same people, but they have been...

...FORMATION OF COMPANY
Promotion of Company – Promotion – Incorporation – Capital Subscription and Certificate of
Commencement of Business. Memorandum of Association – Definition – Clauses. Articles of
Association – Definition – Contents – Distinction between Memorandum of Association and
Articles of Association – Alteration of Memorandum of Association and Articles of Association.
Prospectus – Meaning – Contents – Statement in Lieu of Prospectus.
INTRODUCTION
Industrial has revolution led to the emergence of large scale business organizations. These organization
require big investments and the risk involved is very high. Limited resources and unlimited liability of
partners are two important limitations of partnerships of partnerships in undertaking big business. Joint
Stock Company form of business organization has become extremely popular as it provides a solution to
overcome the limitations of partnership business. The Multinational companies like Coca-Cola and,
General Motors have their investors and customers spread throughout the world. The giant Indian
Companies may include the names like Reliance, Talco Bajaj Auto, Infosys Technologies, Hindustan
Lever Ltd., Ranbaxy Laboratories Ltd., and Larsen and Tubro etc.
Companylaw is that branch of law which deals exclusively with all aspects relating to companies, such as...

...5
4.0 Australian Corporation Law 1961……………..………………………....……5 - 6
5.0 Conclusion…………………..…………………….……………….…...…………6
6.0 Bibliography…………………..…………………….……………….…...……….7
1.0 INTRODUCTION
By section 33 (1) of the Companies Act 1965, the Memorandum of Association and Articles of Association of a company shall, when registered, bind the company and the members of the same extend as if they respectively had been signed and sealed by each member, and contained governance on the part of each member to observe all the provision of the memorandum and of the articles. Basically, memorandum and article of association is containing in the constitution of company where memorandum and article of association operate as a contract binding between either the company and its members or the members amongst themselves.
2.1 LEGAL EFFECT OF MEMORANDUM AND ARTICLE OF ASSOCIATION
A company is formed by the requisite number of persons lodging with the Registrar of Companies (ROC) signed Memorandum of Association and Articles of Association. Under section 16 (1) of Company Act 1965, every company must have a Memorandum of Association but not every company has to register its Articles of Association. Under section 29 of Act, companies limited by shares do not necessary to lodge articles whereas...